Sec Form 4 Filing - WHITE MOUNTAINS INSURANCE GROUP LTD @ MediaAlpha, Inc. - 2020-10-30

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person WHITE MOUNTAINS INSURANCE GROUP LTD 2. Issuer Name and Ticker or Trading Symbol MediaAlpha, Inc. [ MAX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 23 SOUTH MAIN STREET, SUITE 3B 3. Date of Earliest Transaction (MM/DD/YY) 10/30/2020 (Street) HANOVER, NH03755 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price CLASS A COMMON STOCK ( 1 ) 10/30/2020 S 3,609,894 D $ 19 20,532,202 I See Footnote ( 2 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WHITE MOUNTAINS INSURANCE GROUP LTD 23 SOUTH MAIN STREET, SUITE 3B HANOVER, NH03755 X Signatures White Mountains Insurance Group, Ltd., by Robert L. Seelig, its EVP and General Counsel, /s/ Robert L. Seelig 11/02/2020 Signature of Reporting Person Date Bridge Holdings (Bermuda) Ltd., by Kevin M. Pearson, its Vice President, /s/ Kevin M. Pearson 11/02/2020 Signature of Reporting Person Date WM International Holdings Ltd, by Kevin M. Pearson, its Director, /s/ Kevin M. Pearson 11/02/2020 Signature of Reporting Person Date White Mountains Investments (Luxembourg) S.a r.l., Societe a responsabilite limitee, registered office: 1, rue Hildegard von Bingen, L-1282 Luxembourg, R.C.S. Luxembourg: B 167.137, by Manfred Schneider, its Manager, /s/ Manfred Schneider 11/02/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On October 27, 2020, MediaAlpha, Inc. (the "Issuer") closed its initial public offering (the "IPO") of its shares of Class A common stock, par value $0.01 per share (the "Class A Common Stock"). In addition to the stock sold by the Issuer in the IPO, White Mountains Investments (Luxembourg) S.a r.l. sold 3,609,894 shares of Class A Common Stock as the selling stockholder at a price of $19.00 per share, which included 618,396 shares of Class A common stock sold pursuant to the option granted to the underwriters by the selling stockholder, which was exercised in full prior to the closing. ( 2 )Includes 20,532,202 share of Class A Common Stock owned directly by White Mountains Investments (Luxembourg) S.a r.l. White Mountains Investments (Luxembourg) S.a r.l. is a wholly owned indirect subsidiary of White Mountains Insurance Group, Ltd. White Mountains Insurance Group, Ltd. has indirect pecuniary interest in the securities held by White Mountains Investments (Luxembourg) S.a r.l. Consequently, White Mountains Insurance Group, Ltd. is deemed to beneficially own the securities held directly by White Mountains Investments (Luxembourg) S.a r.l. The board of directors and senior officers of White Mountains Insurance Group, Ltd. disclaim beneficial ownership with respect to such securities.

Remarks: Joint/Group Beneficial Owners:Bridge Holdings (Bermuda) Ltd. - A.S. Cooper Building, 26 Reid Street, Hamilton HM 11 Bermuda (a wholly owned direct subsidiary of White Mountains Insurance Group, Ltd.)WM International Holdings Ltd - 18 St. Swithin's Lane, London EC4N 8AD United Kingdom (a wholly owned direct subsidiary of Bridge Holdings (Bermuda) Ltd.)White Mountains Investments (Luxembourg) S.a r.l. - 1, rue Hildegard von Bingen, L-1282 Luxembourg (a wholly owned direct subsidiary of WM International Holdings Ltd)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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